Keybridge Capital Limited (ASX: KBC) has dismissed the off-market takeover bid from its subsidiary, Yowie Group Ltd (ASX: YOW), as ‘frivolous’ and detrimental to Keybridge shareholders. The announcement follows Yowie’s earlier intention to launch the bid on May 9, 2025, and a private placement of 15% of its issued capital on May 12, 2025.
Keybridge is advising its shareholders to take no action regarding Yowie’s offer. The company cites concerns about Yowie’s corporate governance and the use of shareholder funds for the personal benefit of Yowie’s directors. The placement of 15% of Yowie’s shares has reduced Keybridge’s voting power in Yowie from 66.78% to 58.07%, despite an increase in Keybridge’s relevant interest in Yowie from 78.34% to 81.17%.
Keybridge views the takeover bid as disingenuous, highlighting the unclear offer consideration value due to a lack of audited accounts and ASX suspensions. The company also points out that Yowie is already aware of Keybridge’s intention to call a general meeting to replace Yowie’s directors and has been served notices for their removal. Furthermore, Keybridge alleges that Yowie has committed an offence by withholding its members’ register.
The numerous defeating conditions attached to the bid raise concerns for Keybridge. The company intends to secure operational control of Yowie, regardless of the takeover attempt. Keybridge will continue to take necessary steps to achieve this, and shareholders are advised that no immediate action is required on their part. The Keybridge board has authorized the release of this announcement and will provide further updates as needed. Keybridge’s portfolio includes investments in life insurance (New Zealand), property, and funds management, as well as significant holdings in other listed entities.
